<PAGE>
                                 EXHIBIT 3(ii)


                                     BYLAWS
                                       OF
                             CORUS BANKSHARES, INC.

                                    ARTICLE I
                                  SHAREHOLDERS

1. Certificates Representing Shares. A certificate representing shares of the
corporation shall contain on its face the statements required by the Business
Corporation Act of the State of Minnesota, in effect as it exists today or may
be amended in the future (the "Minnesota Statutes"), and by any other applicable
provision of law, and may be signed by the President or the Treasurer, or by any
other officer or agent authorized to do so by the Board of Directors. If a
person signs or has a facsimile signature placed upon a certificate while an
officer, transfer agent, or registrar of the corporation, the certificate may be
issued by the corporation, even if the person has ceased to have that capacity
before the certificate is issued, with the same effect as if the person had that
capacity at the date of its issue.

2. Fractions of a Share. The corporation may issue fractions of a share
originally or upon transfer. Fractions of a share, if issued, shall entitle the
holder to exercise voting rights or to receive distributions. Fractions of a
share may be represented by a certificate. If the corporation does not issue
fractions of a share, it shall comply with the alternative requirements of the
Minnesota Statutes, as applicable.

3. Share Transfers. Upon compliance with any provisions restricting the
transferability of shares that may be set forth in the Articles of
Incorporation, these Bylaws, or any resolution or written agreement in respect
thereof, transfers of shares of the corporation shall be made only on the books
of the corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney duly executed and filed with an
officer of the corporation, or with a transfer agent or a registrar and on
surrender of the certificate or certificates for such shares properly endorsed
and the payment of all taxes thereon. Except as may be otherwise provided by law
or these Bylaws, the person in whose name shares stand on the books of the
corporation shall be deemed the owner thereof for all purposes as regards the
corporation; provided that whenever any transfer of shares shall be made for
collateral security, and not absolutely, such fact, if known to an officer of
the corporation, shall be so expressed in the entry of transfer.

4. Certification of Beneficial Owner. A resolution approved by the affirmative
vote of a majority of the directors present may establish a procedure whereby a
shareholder may certify in writing to the corporation that all or a portion of
the shares registered in the name of the shareholder are held for the account of
one or more beneficial owners. Upon receipt by the corporation of the writing,
the persons specified as beneficial owners, rather than the actual shareholders,
are deemed the shareholders for the purposes specified in the writing.

5. Meaning of Certain Terms. As used herein in respect of the right to notice of
a meeting of shareholders or a waiver thereof or to participate or vote thereat
or to consent or dissent in writing in lieu of a meeting, as the case may be,
the term "share" or "shares" or "shareholder" or "shareholders" refers to an
outstanding share or shares and to a holder or holders of record of outstanding
shares





                                       1

<PAGE>
                                 EXHIBIT 3(ii)


when the corporation is authorized to issue only one class of shares, and said
reference is also intended to include any outstanding share or shares and any
holder or holders of record of outstanding shares of any class upon which or
upon whom the Articles of Incorporation confer such rights where there are two
or more classes or series of shares or upon which or upon whom the Minnesota
Statutes confer such rights notwithstanding that-the Articles of Incorporation
may provide for more than one class or, series of shares, one or more of which
are limited or denied such rights thereunder.

6. Shareholder Meetings.

- Time, Place. The annual meeting shall be held not earlier than the first
Monday in April and not later than the last Monday in May and at the time and
place fixed, from time to time, by the directors, provided that each annual
meeting shall be held on a date within thirteen months after the date of the
preceding annual meeting. A special meeting shall be held on the date and at the
time and place fixed by the directors or the President or by an officer
instructed by the directors or the President to call the meeting, except that a
special meeting called by or at the demand of a shareholder or shareholders
pursuant to the Minnesota Statutes shall be held in the county in which the
corporation's principal executive office, as defined by the Minnesota Statutes,
is located.

- Call. Except as otherwise required by the Minnesota Statutes, annual meetings
may be called by the directors or the President or the Treasurer or by any
officer instructed by the directors or the President or the Treasurer to call
the meeting. Special meetings may be called for any purpose or purposes at any
time, by the President or the Treasurer or, if so authorized by the Minnesota
Statutes, two or more directors or any officer instructed by the directors or
the President or the Treasurer or a shareholder or shareholders holding ten
percent or more of the voting power of all shares entitled to vote.

- Notice or Waiver of Notice. Notice, as defined by the Minnesota Statutes, of
all meetings shall be given by, or at the direction of, the person calling the
meeting, except where the meeting is an adjourned meeting and the date, time,
and place of the meeting were announced at the time of adjournment of the
meeting, and except as otherwise provided by the Minnesota Statutes. Except as
may otherwise be required by any provision of law, the notice shall be given at
least ten days, and not more than sixty days, before the date of the meeting.
The notice shall contain the date, time, and place of the meeting, and any other
information required by the Minnesota Statutes. The business transacted at a
special meeting shall be limited to the purposes stated in the notice of the
meeting. A shareholder may waive notice of a meeting of shareholders. A waiver
of notice by a shareholder is effective whether given before, at, or after the
meeting, and whether given in writing, orally, or by attendance. Attendance by a
shareholder at a meeting is a waiver of notice of that meeting, except where the
shareholder objects at the beginning of the meeting to the transaction of
business because the meeting is not lawfully called or convened, or objects
before a vote on an item of business because the item may not lawfully be
considered at that meeting and does not participate in the consideration of the
item at that meeting.

- Determination of Shareholders Entitled to Notice and Vote. The directors may
fix a date not more than sixty days before the date of a meeting of shareholders
as the date for the determination of the holders of shares entitled to notice of
and entitled to vote at the meeting.






                                       2
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                                 EXHIBIT 3(ii)


- Proxy Representation. A shareholder may cast or authorize the casting of a
vote by filing a written appointment of a proxy with an officer of the
corporation at or before the meeting at which the appointment is to be
effective. The appointment of a proxy is valid for eleven months, unless a
longer period is expressly provided in the appointment No appointment is
irrevocable unless the appointment is coupled with an interest in the shares or
in the corporation.

- Quorum. The holders of a majority of the voting power of the shares entitled
to vote at a meeting are a quorum for the transaction of business. If a quorum
is present when a duly called or held meeting is convened, the shareholders
present may continue to transact business until adjournment, even though the
withdrawal of a number of shareholders originally present leaves less than the
proportion or number otherwise required for a quorum.

- Voting. Except where the Minnesota Statutes requires a larger proportion or
number, the shareholders shall take action by the affirmative vote of the
holders of a majority of the voting power of the shares present and entitled to
vote at a duly held meeting.

7. Proposals Regarding Business. At Annual Meeting Other Than Director
Nominations. The proposal of business (other than business relating to the
nomination and election of directors) to be considered by the shareholders may
be made at an annual meeting of shareholders (a) pursuant to the corporation's
notice of the meeting, (b) by or at the direction of the Board, or (c) by any
shareholder of the corporation who (i) makes a proposal to be considered at an
annual meeting, (ii) was a shareholder of record at the time of giving of notice
provided for in these Bylaws, (iii) is entitled to vote at the meeting, and (iv)
gives notice of the matter, which must otherwise be a proper matter for
shareholder action, in a writing which is received by the Secretary of the
corporation at the principal executive offices of the corporation not less than
90 days prior to the first anniversary of the preceding year's annual meeting.
Such shareholder's notice shall set forth (a) a brief description of the
business desired to be brought before the meeting, the reasons for conducting
such business at the meeting and any material interest in such business of such
shareholder and the beneficial owner, if any, on whose behalf the proposal is
made, and (b) the name and address of such shareholder, as they appear on the
corporation's books, and of the beneficial owner, if any, on whose behalf the
proposal is made; and the class and number of shares of the corporation which
are owned beneficially and of record by such shareholder and such beneficial
owner. The chairman of the meeting at which any business is proposed by a
shareholder shall, if the facts warrant, determine and declare to the meeting
that such business was not properly brought before the meeting in accordance
with the provisions of this Section 7, and, in such event, the business not
properly brought before the meeting shall not be transacted.

                                   ARTICLE II
                               BOARD OF DIRECTORS

1. Functions Generally. The business and affairs of the corporation shall be
managed by or under the direction of a Board of Directors. The Board of
Directors may fix the compensation of directors.

2. Qualifications and Number. Each director shall be a natural person. A
director need not be a shareholder, a citizen of the United States, or a
resident of the State of Minnesota. The Board of Directors shall consist of not
less than five (5) nor more than thirteen (13) persons. The number of directors
may be increased or, subject to the provisions of the Minnesota Statutes
regarding removal




                                       3
<PAGE>
                                 EXHIBIT 3(ii)


of directors, decreased at any time by amendment to these Bylaws or by the
directors or the shareholders.

3. Election and Term. Directors who are elected at an annual meeting of
shareholders shall hold office until the next annual meeting of shareholders and
until their successors are elected and qualified, and directors who are elected
in the interim to fill vacancies and newly created directorships shall hold
office until qualified successors are elected at the next annual or special
meeting of the shareholders. Vacancies on the Board of Directors resulting from
the death, resignation, removal, or disqualification of a director may be filled
by the affirmative vote of a majority of the remaining directors, even though
less than a quorum. Vacancies on the Board of Directors resulting from newly
created directorships may be filled by the affirmative vote of a majority of the
directors serving at the time of the increase.

4. Meetings.

Time. Meetings shall be held at such time as the Board shall fix. Regular
meetings of the Board shall be set in advance annually. Special meetings may be
held at any time if proper notice is given.

Place. Meetings shall be held at such place as shall be fixed by the Board.

Call, Notice, Waiver of Notice. Special meetings may be called by any director
by giving at least ten days' notice, as defined by the Minnesota Statutes. If a
director wishes to call a special meeting, notice shall be given to the
Secretary in written form or via email. The Secretary will confirm the earliest
date possible for the meeting in which a quorum can be obtained and notify all
members of the designated time and place of the special meeting in writing or
via email. The notice need not state the purpose of the meeting. If the date,
time, and place of a meeting have been announced at a previous meeting of the
Board, no notice is required. A director may waive notice of a meeting of the
Board. A waiver of notice by a director entitled to notice is effective whether
given before, at, or after the meeting, and given in writing. Attendance by a
director at a meeting is a waiver of notice of that meeting, except where the
director objects at the beginning of the meeting to the transaction of business
because the meeting is not lawfully called or convened and does not participate
thereafter in the meeting.

- Quorum. A majority of the directors currently holding office is a quorum for
the transaction of business. In the absence of a quorum, a majority of the
directors present may adjourn a meeting from time to time until a quorum is
present. If a quorum is present when a duly-called or held meeting is convened,
the directors present may continue to transact business until adjournment, even
though the withdrawal of a number of directors originally present leaves less
than the proportion or number otherwise required for a quorum.

- Action. Except where the Minnesota Statutes requires a larger proportion or
number, the Board shall take action by the affirmative vote of a majority of
directors present at a duly held meeting.

- Chairman of the Meeting. Meetings of the Board of Directors shall be presided
over by the Chairman of the Board, if present and acting, otherwise by any other
director chosen by the Board.

5. Removal of Directors. One or more directors may be removed in accordance with
the provisions of the Minnesota Statutes.





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<PAGE>
                                 EXHIBIT 3(ii)


6. Committees. A resolution approved by the affirmative vote of a majority of
the Board may establish one or more committees having the authority of the Board
in the management of the business of the corporation only to the extent provided
in the resolution. Committees are subject at all times to the direction and
control of the Board, except as provided by the Minnesota Statutes. Committee
members shall be natural persons. A committee shall consist of one or more
persons, who need not be directors, and who shall be appointed by affirmative
vote of a majority of the directors present

7. Written Action. An action which requires shareholder approval and which is
required or permitted to be taken at a Board meeting may be taken by written
action signed by all of the directors. An action which does not require
shareholder approval and which is required or permitted to be taken at a Board
meeting may be taken by written action signed by the number of directors that
would be required to take the same action at a meeting of the Board at which all
directors were present. The written action is effective when signed by the
required number of directors, unless a different effective time is provided in
the written action. When written action is permitted to be taken by less than
all directors, all directors shall be notified immediately of its text and
effective date.

8. Telephone Meetings and Participation. A conference among directors by any
means of communication through which the directors may simultaneously hear each
other during the conference constitutes a Board meeting, if the same notice is
given of the conference as would be required for a meeting, and if the number of
directors participating in the conference would be sufficient to constitute a
quorum at a meeting. Participation in a meeting by that means constitutes
presence in person at the meeting.

9. Absent Directors. A director may give advance written consent or opposition
to a proposal to be acted on at a Board meeting. If the director is not present
at the meeting, consent or opposition to a proposal does not constitute presence
for purposes of determining the existence of a quorum, but consent or opposition
shall be counted as a vote in favor of or against the proposal and shall be
entered in the minutes or other record of action at the meeting, if the proposal
acted on at the meeting is substantially the same or has substantially the same
effect as the proposal to which the director has consented or objected.

10. Director Nominations. Only persons who are nominated in accordance with the
procedures set forth in this Section 10 shall be eligible for election as
directors of the corporation. Nominations of persons for election to the Board
of Directors may be made at a meeting of shareholders by the Board of Directors
or by any shareholder of the corporation entitled to vote in the election of
directors at the meeting who complies with the notice procedures set forth in
this Section 10. Any nomination by a shareholder must be made by written notice
to the Secretary delivered or mailed to and received at the principal executive
offices of the corporation: (a) with respect to an election to be held at an
annual meeting of shareholders, not less than 90 days prior to the anniversary
date of the immediately preceding annual meeting, and (b) with respect to an
election to be held at a special meeting of shareholders called for the purpose
of electing directors, not later than the close of business on the tenth day
following the day on which the first public disclosure of the date of the
special meeting was made. In no event shall the public announcement of an
adjournment of any annual or special meeting commence a new time period for
giving of a shareholder notice as described above. A shareholder's notice to the
Secretary shall set forth (i) as to each person whom






                                       5
<PAGE>
                                 EXHIBIT 3(ii)


the shareholder proposes to nominate for election or re-election as a director:
(1) the name, age, business address and residence address of such person, (2)
the principal occupation or employment of such person, (3) the class and number
of shares of stock of the corporation which are beneficially owned by such
person (for the purposes of the regulations under Sections 13 and 14 of the
Securities Exchange Act of 1934, as amended), (4) any other information relating
to such person that would be required to be disclosed in solicitations of
proxies for the election of such person as a director of the corporation
pursuant to Regulation 14A under the Securities Exchange Act of 1934, as
amended, had the nominee been nominated by the Board of Directors, and (5) such
person's written consent to being named in any proxy statement as a nominee and
to serving as a director if elected; and (ii) as to the shareholder giving
notice: (1) the name and address, as they appear on the corporation's records,
of such shareholder, (2) the class and number of shares of stock of the
corporation which are beneficially owned by such shareholder (determined as
provided in clause (i)(3) above), (3) a representation that the shareholder is a
holder of record of stock of the corporation entitled to vote on the election of
directors at such meeting and, if the shareholder who is submitting the notice
intends to nominate the proposed nominee at the annual meeting of shareholders,
that such shareholder intends to appear in person or by proxy at the meeting to
nominate the person or persons specified in the notice, and (4) a description of
all agreements, arrangements or understandings between the shareholder and each
nominee of the shareholder and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the shareholder. At the request of the Board of Directors any person nominated
by the Board of Directors for election as a director shall furnish to the
Secretary that information required to be set forth in a shareholder's notice of
nomination which pertains to the nominee. The corporation may require any
proposed nominee to furnish such other information as may reasonably be required
by the corporation to determine the eligibility of such proposed nominee to
serve as a director of the corporation. The chairman of the meeting at which a
shareholder nomination is presented shall, if the facts warrant, determine and
declare to the meeting that such nomination was not made in accordance with the
procedures prescribed by this Section 10, and, in such event, the defective
nomination shall be disregarded.

                                   ARTICLE III
                                    OFFICERS

The officers of the corporation may consist of a Chairman of the Board, a
President, one or more Executive Vice-Presidents, one or more Senior
Vice-Presidents, one or more vice-Presidents, a Secretary, one or more Assistant
Secretaries, a Treasurer, one or more Assistant Treasurers, and such other
officers with such titles as the resolution of the Board of Directors appointing
them shall designate. Except as the Articles of Incorporation, these Bylaws or a
resolution adopted by the Board of Directors may otherwise provide, the
President and the Treasurer shall have the duties imposed on them by the
Minnesota Statutes. Any other officer shall have the powers, rights, duties, and
responsibilities determined by the Board of Directors. Any number of offices or
functions of those offices may be held or exercised by the same person.

Except as may otherwise be required by the Minnesota Statutes, or by a
resolution approved by the affirmative vote of a majority of the directors, or
by a resolution approved by the holder of a majority of the voting power of the
shares present at a duly convened shareholders' meeting, any officer of the
corporation is authorized to sign any document required by the Minnesota
Statutes to be filed with the Secretary of State of Minnesota.





                                       6
<PAGE>
                                 EXHIBIT 3(ii)


Unless otherwise provided in the resolution appointing him, each officer shall
be appointed for a term which shall continue until his successor shall have been
chosen and qualified or until he is removed from the Board.

An officer may be removed at any time, with or without cause, by a resolution
approved by the affirmative vote of a majority of the directors present at a
duly convened meeting of the Board of Directors.

A vacancy in an office because of death, resignation, removal, disqualification,
or other cause may, or in the case of a vacancy in the office of President or
Treasurer shall, be filled for the unexpired portion of the term by the Board of
Directors, or in the manner determined by the Board, or pursuant to the
provisions otherwise provided in the Minnesota Statutes.

                                   ARTICLE IV
                                 INDEMNIFICATION

The corporation shall indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceedings, whether civil, criminal, administrative or investigative by
reason of the fact that such person is or was a director, or officer of the
corporation or is or was serving as a director of a subsidiary corporation
against expenses (including attorneys' fees actually and reasonably incurred),
judgments, fines, and amounts paid in settlement by such person in connection
with such action, suit or proceeding if said party has met the elements
specified for eligibility for indemnification as set forth in the Minnesota
Statutes. The termination of any action, suit or proceeding by judgment or
settlement, conviction, or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not meet each of
the eligibility requirements as set forth in the Minnesota Statutes.

In addition, this corporation shall indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action or suit by or on behalf of the corporation to obtain a judgment in its
favor by reason of the fact that such person is or was a director or officer of
the corporation, or is or was serving as a director of a subsidiary corporation,
against expenses (including attorneys' fees actually and reasonably incurred) by
such person in connection with the defense or settlement of such action or suit
if he or she has met each of the requirements set forth in the Minnesota
Statutes.

Furthermore, this corporation shall also indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil or criminal, administrative
or investigative, by reason of the fact that such person is or was an officer of
a subsidiary corporation against expenses (including attorneys' fees actually
and reasonably incurred), judgments, fines and amounts paid in settlement by
such person in connection with such action, suit or proceeding if said party has
met the elements specified for eligibility for indemnification as set forth in
the Minnesota Statutes, and provided further that said person was not negligent
in the performance of his or her duties while acting as an officer of a
subsidiary corporation.






                                       7
<PAGE>
                                 EXHIBIT 3(ii)


This corporation shall further indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceedings, whether civil, criminal, administrative or investigative by
reason of the fact that such person is or was serving in an official capacity as
a trustee or as a fiduciary of any employee pension or benefit plan for the
corporation or any subsidiary against expenses (including attorneys' fees
actually and reasonably incurred), judgments, fines and amounts paid in
settlement by such person in connection with such action, suit or proceeding if
said party has met the elements specified for eligibility for indemnification as
set forth in the Minnesota Statutes.

In order to be eligible for indemnification, any officer or director made a
party to any threatened or pending action, suit or proceeding shall notify the
corporation in writing within thirty (30) days that said party intends to seek
indemnification and thereafter the corporation shall have the right to arrange
for the defense of said party with counsel reasonably satisfactory to said party
and the payment of costs associated therewith, and if the corporation does
undertake defense of any officer, director or other party eligible for
indemnification, then the corporation shall have the right, with the consent of
the party to be indemnified, to settle said action, claim or suit, provided,
however, that if a settlement offer shall (i) include an unconditional release
of each indemnified party from all liability arising out of such action, suit or
proceeding and (ii) not include a statement as to or an admission of fault,
culpability or failure to act by or on behalf of any indemnified party and said
party refuses to accept the settlement offer, then the corporation shall not be
obligated for any further indemnification or payment of any additional claim,
costs or judgments in excess of the settlement offer amount. No indemnification
shall be available to any officer or director who shall fail to give the notice
required by this paragraph if the corporation was unaware of the action to which
the notice would have related and was materially prejudiced by failure to give
the notice.


To the extent that a director, or officer, of the corporation has met the
eligibility requirements set forth in the Minnesota Statutes, and has complied
with the other terms and conditions hereof, then such person shall be
indemnified hereunder. Notwithstanding the foregoing all legal and other fees
and expenses shall be reimbursed to the director or officer seeking such
indemnification as they are incurred, unless the reimbursement of such amounts
is prohibited by the Minnesota Statutes.

Any indemnification made pursuant to these by-laws shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the director or officer or trustee or fiduciary is proper in
the circumstances because he or she is eligible for said indemnification
pursuant to the Minnesota Statutes. Such determination shall be made (a) by the
Board of Directors by a majority vote of a quorum consisting of directors who
were not parties to such action, suit or proceeding, or (b) if such quorum is
not obtainable, then by a majority of a committee of the Board consisting solely
of two or more Directors not at the time parties to the action, suit or
proceeding, duly designated to act in the manner by a majority of the full Board
including Directors who are parties or (c) if a determination cannot be made
pursuant to (a) or (b) as aforesaid, then by special legal counsel selected
either by a majority of the Board of Directors or a committee selected pursuant
to (b) or if the requisite quorum of the full Board cannot be obtained and the
committee cannot be established, then by a majority of the full Board including
Directors who are parties to such action, suit or proceeding or (d) if a
determination cannot be made under (a), (b) or (c) then by the shareholders
excluding the votes of shares held by parties to such action, suit or
proceeding, provided however, that if an adverse determination regarding
indemnification is made






                                       8
<PAGE>
                                 EXHIBIT 3(ii)


pursuant to (a), (b), (c) or (d) or if no determination is made under (a), (b),
(c) or (d) within sixty (60) days after the termination of an action, suit or
proceeding for which indemnification is sought, then said determination
regarding eligibility may be made by a court of competent jurisdiction.

Expenses incurred in defending a civil or criminal action, suit or proceeding
may be paid by the corporation in advance of the final disposition of such
action, suit or proceeding, as authorized by the Board of Directors in the
specific case, upon receipt of an undertaking by or on behalf of the director,
or officer or trustee or fiduciary, to repay such amount, unless it shall
ultimately be determined that he or she is entitled to be indemnified by the
corporation as authorized by these by-laws.

The corporation shall also have the power from time to time to purchase and
maintain insurance on behalf of any person in that person's Official Capacity,
against any liability asserted against and incurred by the person in or arising
from that capacity whether or not the corporation would have been required to
indemnify the person against the liability under the provisions of these
by-laws.

The corporation shall also have the power from time to time to enter into
Indemnification Agreements with each director or officer of the corporation and
with each director of a subsidiary corporation and with each trustee or
individual acting in a fiduciary capacity for any employee benefit or pension
plan sponsored by the corporation or a subsidiary and with each director or
officer of the corporation or trustee or individual acting as a fiduciary as
aforesaid as same are added as directors or officers or trustees or fiduciary as
aforesaid to the corporation or of a subsidiary corporation, or with respect to
an employee benefit or pension plan sponsored by the corporation or a
subsidiary, provided however, that the failure to execute Indemnification
Agreements between any such director, or trustee, fiduciary and/or officer as
aforesaid and the corporation shall not abrogate the indemnification authorized
by these by-laws.

The corporation shall have no obligation to indemnify any employee (other than
officers or directors of the corporation or of a subsidiary as defined in these
by-laws) or agent who was or is a party or is threatened to be made a party to
any threatened pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative by reason of the fact that such person
is or was an agent or employee of the corporation or of a subsidiary corporation
against expenses (including attorneys' fees actually and reasonably incurred),
judgments, fines, and amounts paid in settlement by such person in connection
with such action, suit or proceeding. Any indemnification of such employees or
agents shall be made only to the extent and on such terms and conditions as the
Board of Directors of this corporation may determine by separate resolution.

For purposes of this Section IV the term "subsidiary corporation" shall mean a
corporation of which 80% of the issued and outstanding shares thereof are owned
by this corporation and the term "official capacity" shall have the same meaning
as set forth in the Minnesota Statutes.

                                    ARTICLE V
                           REGISTERED OFFICE AND AGENT

The address of the initial registered office of the corporation in the State of
Minnesota and the name of the initial registered agent of the corporation at
that address are set forth in the original Articles of Incorporation.







                                       9
<PAGE>
                                 EXHIBIT 3(ii)


                                   ARTICLE VI
                                BOOKS AND RECORDS

The corporation shall keep at its principal executive office, or at another
place or places within the United States determined by the Board, a share
register not more than one year old, containing the names and addresses of the
shareholders and the number and classes of shares held by each shareholder.

The corporation shall also keep, at its principal executive office, or at
another place or places within the United States determined by the Board, a
record of the dates on which certificates representing shares were issued.

The corporation shall keep at its principal executive office, or, if its
principal executive office is outside of the State of Minnesota, shall make
available at its registered office within ten days after receipt by an officer
of the corporation of a written demand for them made by a person described in
Subdivision 4 of Section 302A.461, Minnesota Statutes, originals or copies of:

a)   Records of all proceedings of shareholders for the last three years;

b)   Records of all proceedings of the Board for the last three years;

c)   Its Articles of Incorporation and all amendments currently in effect;

d)   Its Bylaws and all amendments currently in effect;

e)   Financial statements required to be prepared by the Minnesota Statutes and
     the financial statement for the most recent interim period prepared in the
     course of the operation of the corporation for distribution to the
     shareholders or to a governmental agency as a matter of public record;

f)   Reports made to shareholders generally within the last three years;

g)   A statement of the names and usual business addresses of its directors and
     principal officers;

h)   Voting trust agreements described in the Minnesota Statutes; and

i)   Shareholder control agreements described in the Minnesota Statutes.

                                   ARTICLE VII
                                 CORPORATE SEAL

The corporation may have a corporate seal which shall have inscribed thereon the
word "seal" and shall be in such form and contain such other words and/or
figures as the Board of Directors shall determine or the law require.





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<PAGE>
                                 EXHIBIT 3(ii)


                                  ARTICLE VIII
                                   FISCAL YEAR

The fiscal year of the corporation shall be fixed, and shall be subject to
change, by the Board of Directors.

                                   ARTICLE IX
                               CONTROL OVER BYLAWS

The power to amend or repeal these Bylaws and to adopt new Bylaws shall be
vested in the Board of Directors, subject to the requirements of the Minnesota
Statutes.

I HEREBY CERTIFY that the foregoing is a full, true, and correct copy of the
Bylaws of Corus Bankshares, Inc., a Minnesota corporation, as in effect on the
date hereof.


February 6, 2004





/s/ ROBERT J. GLICKMAN
-------------------------
President of
CORUS BANKSHARES, INC.





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